General Terms and Conditions

Article 1: Definitions
In these General Terms and Conditions of Sale and Delivery for Exhibition Companies, the following terms shall have the following meanings:

• “General Terms and Conditions”: these general terms and conditions;
• “CLC-VECTA”: the association with full legal capacity ‘CLC-VECTA Centre for Live Communication’, legally established in Breukelen;
• “CLC-VECTA member”: any legal entity or natural person acting in the exercise of their profession or business who applies these terms and conditions;
• “Event”: a trade fair, exhibition, congress, event, or other form of Live Communication;
• “IP Rights”: rights to intellectual creations, such as copyright, trademark rights, design rights, trade name rights, database rights, and patent rights;
• “Live Communication”: business-to-business and business-to-consumer events where individuals or groups meet physically, organized to inform, gain or transfer knowledge, or prepare and/or conduct transactions;
• “Design”: work carried out by So Expo B.V. in preparation for the execution of the Assignment, such as drawings, sketches, models, and mock-ups;
• “Assignment”: the task that So Expo B.V. must perform for the Client under the Agreement, including the provision of services and goods for sale and/or rental;
• “Client”: any natural or legal person who contacts So Expo B.V. regarding a potential Agreement or has entered into an Agreement with So Expo B.V.;
• “Agreement”: agreement between So Expo B.V. and the Client under which So Expo B.V. executes an Assignment on behalf of the Client;
• “Party”: So Expo B.V. or the Client individually;
• “Parties”: So Expo B.V. and the Client jointly;
• “In writing”: in writing or by e-mail;
• “Exhibition company”: any legal entity or natural person acting in the exercise of their profession or business involved in executing an Event and a CLC-VECTA member.

Article 2: General

1. These General Terms and Conditions apply to all offers, quotations, and Agreements, as well as to all other legal relationships between the Parties in this context.
2. Any deviations from or additions to the General Terms and Conditions are only valid if explicitly agreed in writing by the Parties. Agreed deviations or additions apply only once. If another Agreement is concluded between the Parties at a later date, the current version of the General Terms and Conditions shall apply.
3. If a provision of the General Terms and Conditions is null and void, annulled, or cannot be invoked by the Parties for any other reason, So Expo B.V. has the right to replace that provision with a valid and enforceable provision, taking into account the purpose and intent of the original provision as much as possible. The remaining provisions shall remain fully in effect.
4. In case of discrepancies between different language versions of these General Terms and Conditions, the Dutch version shall prevail over translated versions.

Article 3: Offers, Formation of Agreement, and Client Obligations

1. Unless stated otherwise in the offer, all offers are valid for 30 (thirty) days.
2. Offers are made in writing.
3. The Agreement is only concluded if the offer is accepted in writing within the period mentioned in Article 3.1 and So Expo B.V. receives this acceptance within that period.
4. If the acceptance contains reservations and/or modifications to the original offer by So Expo B.V., the Agreement is only concluded once So Expo B.V. has confirmed in writing that it accepts these reservations and/or modifications.
5. If the execution of an Assignment, for which the Client has requested an offer, is not awarded to So Expo B.V., the Client is obliged to return the offer, including all accompanying documents, within 8 (eight) days of being informed that So Expo B.V. will not execute the Assignment. Otherwise, So Expo B.V. has the right to charge all costs to the Client.
6. A description of the Assignment forms part of the offer. If the description provides options regarding the execution of the Assignment, the Client must inform So Expo B.V. of their choice(s) before or at the time of accepting the offer. Choices communicated after acceptance are not binding until So Expo B.V. agrees. So Expo B.V. is not liable for any damage resulting from choices made after acceptance without their consent.
7. Any subsequent agreements, changes, or oral commitments by subordinates or employees of the Exhibition Company are not binding on So Expo B.V. unless confirmed in writing.
8. The Client shall ensure So Expo B.V. receives all useful and necessary information, documents, and data in time. The Client is liable for damages and additional costs incurred by So Expo B.V. due to failure to provide such information.
9. Unless agreed otherwise in writing, the Exhibition Company is not required to verify the correctness of the Assignment, communications, drawings, calculations, estimates, or the suitability of materials provided by the Client. The Client guarantees that the information provided is accurate and complete.
10. So Expo B.V. is never liable for deficiencies resulting from incorrect or incomplete information provided by the Client. The Client indemnifies So Expo B.V. against third-party claims regarding the use of drawings, calculations, estimates, and other data provided by or on behalf of the Client.
11. So Expo B.V. confirms any agreed additional work in writing prior to execution. Objections must be submitted in writing. If no objection is raised in time, the written confirmation is deemed accepted.
12. Unless otherwise agreed in writing, additional work will be charged at the prices valid at the time of the Agreement, subject to Article 5 of the General Terms and Conditions.

Article 4: Cancellation or Modification

1. In case of full or partial cancellation by the Client up to 6 (six) weeks before the delivery date indicated by So Expo B.V., So Expo B.V. has the right to charge 40% of:

• the total agreed contract sum for full cancellation; or
• the part of the contract sum relating to the canceled portion;

plus costs already incurred.

1. Cancellation within 6 weeks before delivery requires full payment of the contract sum.
2. If an Agreement is modified at the Client’s request, the Exhibition Company may charge additional costs caused by the modification. The original delivery date no longer applies.
3. So Expo B.V. may only cancel an offer or Agreement within 30 calendar days after the offer or within 8 days after the Agreement is concluded, in writing.
4. Partial cancellations leave the remainder of the Agreement intact.

Article 5: Prices

1. Prices stated in the offer apply unless circumstances arise after the Agreement that require price adjustments.
2. Unless stated otherwise, prices are based on:

• current purchase prices, shipping costs, insurance premiums, and other costs;
• delivery from So Expo B.V.’s premises;
• current wages, salaries, and social charges;
• current prices of raw and auxiliary materials;
• prices charged by third parties;
• exclusive of VAT, import/export duties, and other taxes;
• stated in euros; exchange rate changes will be applied.

1. Price adjustments due to unforeseen changes can be charged to the Client.
2. The Client may cancel the Agreement within 8 days of written notification of price changes.
3. For composite offers, there is no obligation to deliver part of the total service at the proportional price.

Article 6: Costs and Fees
Use of designs without entering an Agreement is only permitted with written consent and payment of fees set by So Expo B.V.

Article 7: Delivery

1. Delivery of services and goods starts at the time stated in the offer or written confirmation.
2. Delivery times are not fatal deadlines and may be extended due to delays outside So Expo B.V.’s control, including client delays.
3. If delivery is impossible due to the Client, costs are charged to the Client.

Article 8: Inspection and Completion

1. The Client must inspect whether the Assignment is executed as described.
2. Deficiencies must be reported immediately during inspection.
3. The Assignment is deemed accepted if the Client fails to attend or raises no complaints during inspection.

Article 9: Ownership

1. Unless otherwise agreed, delivered goods remain property of So Expo B.V. until the Assignment is completed.
2. The Client must return the goods within 12 hours after the Event at their own cost in the same condition.
3. Transfer of ownership occurs only after full payment.
4. During ownership retention, the Client may not encumber, rent, lend, or otherwise dispose of goods except in normal business operations and must insure them.
5. So Expo B.V. may repossess goods if the Client fails to meet obligations.
6. The Client must notify So Expo B.V. if third parties claim rights to the goods.

Article 10: Invoicing and Payment

1. Payment within 30 days unless agreed otherwise.
2. So Expo B.V. may require partial or full advance payment.
3. Payment without discount or set-off unless explicitly agreed.
4. Late payment incurs default interest of 1.5% per month.
5. Payment is immediately due if the Client exceeds the payment term, goes bankrupt, or undergoes dissolution/liquidation.